The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted against Michael W. Rehtorik ("Rehtorik" or "Respondent") pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act").

In anticipation of the institution of these proceedings, Rehtorik has submitted an Offer of Settlement (the "Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying any of the findings contained herein, except as to the jurisdiction of the Commission over him and over the subject matter of these proceedings, and the matters set forth in paragraph II.1. below, and the entry of the injunction set forth in paragraph II.4. below, which are admitted, Rehtorik consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Penny Stock Bar ("Order"), by the Commission.

Accordingly, it is hereby ordered that proceedings pursuant to Section 15(b) of the Exchange Act be, and hereby are, instituted.